CEGLED FACILITY Sample Clauses

CEGLED FACILITY. On the Closing Date, Seller will cause Hungary to convey the Cegled Facility to a Hungarian subsidiary of MagneTek, without any adjustment to the Purchase Price. Hungary will enter into a lease in a form reasonably satisfactory to Buyer with the transferee of the Cegled Facility expiring on the first anniversary of the Closing Date, providing for Hungary to pay all costs and expenses (subject to Seller's obligations under this Agreement and excluding significant repairs to be negotiated) associated with the ownership and operation of the Cegled Facility (but no additional rent). Buyer will be entitled at any time prior to the first anniversary of the Closing Date to remove from the Cegled Facility all such physical assets and fixtures as can be removed without damaging the facility, at Buyer's sole risk and expense. On such first anniversary, Buyer will be deemed to have executed a quitclaim in favor of the owner of the Cegled Facility in respect of any assets left at the Cegled Facility. Upon the Closing, the employees at the Cegled Facility will remain employees of Hungary until the first anniversary of the Closing Date. Buyer will notify Seller on or before such first anniversary of its desire to terminate any such Cegled employees and, if Buyer so elects, MagneTek will pay half of the associated severance costs in respect of any such terminated employees, PROVIDED that Buyer will not be required to pay more than $200,000, and MagneTek will assume any remaining severance liability. As soon as practicable after the date hereof, Seller will deliver to Buyer all environmental reports in its possession or the possession of its agents or consultants relating to the Cegled Facility. If the contents of such reports are not reasonably satisfactory to Buyer, then Buyer may request and, if so requested, the parties shall negotiate in good faith an amendment to this Agreement to provide that instead of purchasing the Stock of Hungary at the Closing, Buyer will acquire the assets of Hungary and assume its liabilities, with the Cegled Facility as an Excluded Facility.
Sample 1
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Related to CEGLED FACILITY

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Office Space, Equipment and Facilities Provide such office space, office equipment and office facilities as are adequate to fulfill the Adviser’s obligations hereunder.

  • Equipment and Facilities For On-Site Courses, you will supply the facility and equipment as set forth at xxx.xxxxxx.xxx/xxxxxxxx/xxxxxxxxx/xxxxxxxxxxxx.xxxx. If Red Hat agrees to provide the training facilities and hardware, you will be liable for any loss or destruction of this equipment and hardware used in connection with the Training.

  • Shared Facilities The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities and/or co-tenancy agreements to be entered into among Seller, the Transmission Provider, Seller’s Affiliates, and/or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided, such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, and (ii) provide for separate metering of the Facility.

  • Generating Facility The Interconnection Customer’s device for the production of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer’s Interconnection Facilities.

  • Underground Facilities All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including without limitation those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

  • NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes.

  • Existing Facilities Each of the Existing Facilities shall be repaid in full and terminated and all collateral security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.

  • Office Space and Facilities The Adviser will arrange to furnish the Trust office space in the offices of the Adviser, or in such other place or places as may be agreed upon from time to time, and all necessary office facilities, simple business equipment, supplies, utilities and telephone service required for managing the investments of the Trust.

  • Interconnection Facilities 4.1.1 The Interconnection Customer shall pay for the cost of the Interconnection Facilities itemized in Attachment 2 of this Agreement. The NYISO, in consultation with the Connecting Transmission Owner, shall provide a best estimate cost, including overheads, for the purchase and construction of its Interconnection Facilities and provide a detailed itemization of such costs. Costs associated with Interconnection Facilities may be shared with other entities that may benefit from such facilities by agreement of the Interconnection Customer, such other entities, the NYISO, and the Connecting Transmission Owner. 4.1.2 The Interconnection Customer shall be responsible for its share of all reasonable expenses, including overheads, associated with (1) owning, operating, maintaining, repairing, and replacing its own Interconnection Facilities, and

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